Filing Details
- Accession Number:
- 0001112278-14-000004
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-04-16 14:31:15
- Reporting Period:
- 2014-04-15
- Filing Date:
- 2014-04-16
- Accepted Time:
- 2014-04-16 14:31:15
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1401914 | Cerulean Pharma Inc. | CERU | Pharmaceutical Preparations (2834) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1112278 | Cvf, Llc | 222 North Lasalle Street Suite 2000 Chicago IL 60601 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2014-04-15 | 830,480 | $0.00 | 830,480 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2014-04-15 | 448,544 | $0.00 | 1,279,024 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2014-04-15 | 152,764 | $0.00 | 1,431,788 | No | 4 | C | Direct | |
| Common Stock | Acquisiton | 2014-04-15 | 827,456 | $7.00 | 2,259,244 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | P | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series D Convertible Preferred | Disposition | 2014-04-15 | 12,048,192 | $0.00 | 830,480 | $0.00 |
| Common Stock | 7% Convertible Promissory Note | Disposition | 2014-04-15 | 3,139,808 | $0.00 | 448,544 | $7.00 |
| Common Stock | 7% Convertible Promissory Note | Disposition | 2014-04-15 | 828,747 | $0.00 | 152,764 | $5.43 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct |
Footnotes
- In connection with the completion of the Company's initial public offering, each share of Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. The Series D Convertible Preferred Stock had no expiration date.
- Richard H. Robb, Manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. Mr. Robb disclaims beneficial ownership of all shares held by CVF, LLC except to the extent of his pecuniary interest therein.
- Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per shares of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.
- Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 14, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.
- Reflects a 1-for-14.5074 reverse stock split effected on March 31, 2014.
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